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HomeMy WebLinkAbout07-02-07 IN THE MATTER OF THE ESTATE OF ALICE L. HOLMES, DECEASED : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS' COURT DIVISION : No.: 00514 of 2006 ESTATE OF GEORGE C. HOLMES, DECEASED FAMILY SETTLEMENT AGREEMENT THIS AGREEMENT made this 'J'ftA day of April, 2007: WIT N E SSE T H: I. THE CIRCUMSTANCES leading up to the execution of this Agreemem are as follows: So <>,::0 ! -<:1 WHEREAS, George died testate on July 12, 1999, a domiciliarj.>:1>P -~m Cumberland County, Pennsylvania. ;;:; ;~ ,>-~(=? ......-" r I WHEREAS, George bequeathed his entire Probate Estate to A:liee< ..-/ WHEREAS, George's Probate Estate consisted solely of the Note and N Mortgage. WHEREAS, on July 12, 1999, the fair market value fo the Note was $138,741.44 ($138,159.05 principal and $582.39 interest = $138,741.44). .= c:;:.) ...... L (= I- I N ::c.. 3: - - WHEREAS, Alice failed to admit George's Will to the Register for probate. WHEREAS, from July 12, 1999 to May 23,2006, Alice received and deposited Allen's periodic Note payments. WHEREAS, on May 23, 2006, the fair market value of the Note was $107,003.38 ($106,607.90 principal and $395.48 interest = $107,003.38). -1- ~ WHEREAS, Alice died testate on May 23, 2006, a domiciliary of Cumberland County, Pennsylvania. WHEREAS, the Register appointed Marsheelah the Executor of both George's Probate Estate and Alice's Probate Estate. WHEREAS, at the time of her death, Alice resided with Marsheelah. Thus, under Pennsylvania law, Marsheelah is entitled to the statutory Family Exemption from Alice's Probate Estate. WHEREAS, Alice bequeathed her tangible personal property and residuary Probate Estate equally to Allen, Edward, Laurene and Marsheelah. WHEREAS, the Executor has distributed Alice's tangible personal property equally among Allen, Edward, Laurene and Marsheelah. WHEREAS, the Executor has filed Alice's final Federal and Pennsylvania individual income tax returns for 2006, and requested refunds for the overpayment of taxes ($30 Federal and $75 Pennsylvania). WHEREAS, the Executor made a $8,775 prepayment of Death Taxes in order to receive a tax discount of approximately $455. WHEREAS, the Executor has filed the Pennsylvania Inheritance Tax Return for the taxable estate of Alice. WHEREAS, the Executor overpaid the Death Taxes by $135.07, and has requested a refund of such overpayment. WHEREAS, at present, the Executor has not received the Commonwealth of Pennsylvania's Notice of Appraisement and Assessment of Pennsylvania Inheritance Tax in connection with Alice's Probate Estate (or, the requested refunds of the overpayment of Death Taxes and individual income taxes). WHEREAS, the Executor has filed (or, will file) the Pennsylvania Inheritance Tax Return for the taxable estate of George. No inheritance tax is due, as transfers to a surviving spouse were (and are) taxed at the 0% Pennsylvania inheritance tax rate. -2- WHEREAS, Alice's Legatees desire the Executor to distribute the balance of Alice's residuary Probate Estate as set forth in the Proposed Final Distributions (which is attached hereto as Exhibit "F", and incorporated herein by reference) prior to receiving the Notices of Appraisement and Assessment of Pennsylvania Inheritance Tax Return concerning the taxable estate of both Alice and George, and wish to forever settle and compromise any and all claims and rights which they may possess, now or hereafter, in Alice's Probate Estate and George's Probate Estate, without the cost and delay of a court adjudication and confirmation of the Executor's Account. WHEREAS, the Executor is willing to make such a distribution and to so terminate the administration of Alice's Probate Estate and George's Probate Estate provided Alice's Legatees agree to the various reserves set forth in the Executor's Account and provide the Executor with satisfactory release, refunding and indemnification protections. II. RECEIPT, RELEASE, REFUNDING AND INDEMNIFICATION AGREEMENT: NOW THEREFORE, in consideration of the foregoing and intending to be legally bound, severally, Allen, Edward, Laurene and Marsheelah for themselves, their heirs, personal representatives, successors, and assigns hereby do as follows, to wit: A. Represent and warrant that they have read and understand this Agreement, including all the Exhibits thereto, and confirm that the facts set forth above are true, correct and complete to the best of their knowledge, information and belief, and incorporate them herein by reference. B. Represent they have entered into this Agreement by their own free will and choice without any compulsion, duress or undue influence from anyone. C. Represent they have sought advice of an attorney, prior to executing this Agreement or have voluntarily chosen not to consult an Attorney. -3- D. Declare that they have had the opportunity to review the Executor's Account (Exhibit "E"), and based upon an examination (or their decision not to make such an examination), they are satisfied they have sufficient information to make an informed waiver of their right to a formal account, and do hereby waive the filing and auditing of such accounts withlby the Pennsylvania Court. E. Approve and direct the Executor to pay $3,500 to Marsheelah in satisfaction of the statutory Family Exemption. F. Approve and direct the Executor to pay $8,200 of commissions to Marsheelah, as set forth in the Executor's Account, as compensation of the services she performed as the personal representative of both Alice's Probate Estate and George's Probate Estate. G. Approve and direct the Executor to pay $8,200 of legal fees to KW AR, as set forth in the Executor's Account, in payment of the legal services it provided to the Executor in connection with both Alice's Probate Estate and George's Probate Estate. H. Approve and direct the Executor to assign the Note and Mortgage equally to Allen, Edward, Laurene and Marsheelah, as Alice's Legatees. 1. Accept and approve the Executor's Account (Exhibit "E" hereto), examined or not, as if the same had been duly filed with and audited, adjudicated and confirmed absolutely by the Pennsylvania Court. J. Approve and direct the Executor to pay the reserves set forth in the Executor's Account (Exhibit "E" hereto) to KW AR. K. Approve the interim distributions described above and as set forth in the Executor's Account (Exhibit "E" hereto). L. Approve and direct the Executor to make the Proposed Final Distributions as set forth in Exhibit "F" hereto, and acknowledge receipt thereof in full satisfaction of their respective interests/shares in Alice's residuary Probate Estate. -4- M. Agree to refund, on demand, all or any part of the aforesaid distributions, which has been determined by the Executor or by the Pennsylvania Court, or by any court of competent jurisdiction to have been improperly made. N. Absolutely, unconditionally, and irrevocably release, remise and forever discharge KW AR from any and all manner of actions, causes of action, suits, liens, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, demands, losses, costs and expense whatsoever in law, admiralty or equity, in any way arising from or in any way regarding the distributions described herein. O. To the extent of the aforesaid distributions, Alice's Legatees hereby agree to indemnify and hold harmless the Executor and their respective heirs, personal representatives, successors and assigns, from and against any and all claims, loss, liability or damage (whether or not related to the negligence of the Executor) which they may suffer, or to which they may be subjected by reason of their administration of George's Probate Estate and Alice's Probate Estate to date, including the Executor's Account attached hereto and the Proposed Final Distributions described herein. P. Absolutely, unconditionally, and irrevocably release, remise and forever discharge the Executor from any and all manner of actions, causes of action, suits, liens, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, demands, losses, costs and expense whatsoever in law, admiralty or equity, in any way arising from or in any way regarding the distributions described herein. Q. Agree that this Agreement constitutes the entire understanding between the parties hereto concerning the subject matter hereof, and supersedes any and all prior written agreements, and any and all prior or contemporaneous oral agreement or understanding relating to the subject matter. -5- R. Agree that this Agreement may not be amended, modified, superseded, canceled, renewed or extended, nor may any term or condition hereof be waived, except by a written instrument or document signed by all the parties hereto or, in the case of a waiver, signed by the party sought to be charged therewith. No waiver by any party of the breach of any provision hereof shall be deemed to constitute a waiver of any continuing or subsequent breach' of such provision or any other provision hereof. Except as otherwise provided herein, the rights and remedies expressly granted hereunder shall be cumulative with respect to, and shall not be deemed to exclude, any other rights and remedies to which any party shall be entitled at law or in equity. S. Agree that this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, assigns, personal representatives, and those who may hereafter claim through any of the parties. T. Agree that this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to choice-of-law provisions. The Pennsylvania Court shall have exclusive jurisdiction over any action to enforce or interpret the terms of this Agreement. The parties hereby consent to said Pennsylvania Court exercising personal jurisdiction over them in any suit or action arising out of the enforcement of this Agreement. U. Agree that any refere~ces to persons or things shall be deemed to refer to such persons or things in the singular or plural and in the masculine, feminine or neuter gender as the context shall require. V. Agree this Agreement shall be deemed to be severable, so that if any provision hereof shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the remaining provisions hereof shall continue to remain valid and enforceable in accordance with their terms. W. Agree this Agreement may be executed in multiple counterparts, each of which may contain the signatures of one or more of the parties, all of which, taken together, shall constitute one and the same document. -6- X. Agree the following words and phrases when used in this Agreement shall have the following meanings unless clearly indicated otherwise: 1. Alice. The term "Alice", means Alice L. Holmes who died testate on May 23, 2006, a domiciliary of Cumberland County, Pennsylvania. 2. Alice's Legatees. The term "Alice's Legatees" refers collectively to the following persons: Allen, Edward, Laurene and Marsheelah. 3. Alice's Will. The term Alice's Will refers collectively to Alice's Last Will and Testament dated May 26, 1999 and Alice's First Codicil dated April 3, 2006. A true and correct copy of Alice's Will is attached hereto as Exhibit "A," and is incorporated herein by reference. 4. Allen. The term "Allen" means Allen K. Holmes, the son of George and Alice. 5. Death Taxes. The term "Death Taxes" means Pennsylvania inheritance tax which is owed as a result of Alice's death. 6. Edward. The term "Edward" means Edward A. Preston, the grandson of George and Alice and son of Marsheelah. 7. Executor. The term "Executor" refers to Marsheelah, as the appointed personal representative of both Alice's Probate Estate and George's Probate Estate. 8. Executor's Account. The term "Executor's Account" means the First and Final Account of the Executor's administration of George's Probate Estate and Alice's Probate Estate, which is stated from May 23, 2006 to April 24, 2007. A copy of the Executor's Account is attached hereto as Exhibit "E," and is incorporated herein by reference. 9. George. The term "George" means George C. Holmes, who died testate on July 12, 2006, a domiciliary of Cumberland County, Pennsylvania. -7- 10. George's Will. The term "George's Will" refers to George's Last Will and Testament dated May 26, 1999. A true and correct copy of George's Will is attached hereto as Exhibit "B," and is incorporated herein by reference. 11. Laurene. The term "Laurene" means Laurene L. Holmes Proudfoot, the daughter of George and Alice. 12. Marsheelah. The term "Marsheelah" means Marsheelah M. Preston, the daughter of George and Alice. 13. Mortgage. The term "Mortgage" refers to that certain mortgage which Allen signed and dated December 31, 1998, in favor of George, securing his obligation under the Note. A true and correct copy of the Mortgage is attached hereto as Exhibit "D," and is incorporated herein by reference. 14. Note. The term "Note" refers to that certain promissory note in the amount of $140,000 which Allen signed and dated December 31, 1998, in favor of George, and secured by Mortgage of the same date. A true and correct copy of the Note is attached hereto as Exhibit "C," and is incorporated herein by reference. 15. KWAR. The term "KWAR" means the law firm of Keefer, Wood, Allen & Rahal, LLP, and its members and individual attorneys associated therewith. 16. Pennsylvania Court. The term "Pennsylvania Court" means the Orphans' Court Division of the Court of Common Pleas of Cumberland County, Pennsylvania. 17. Probate Estate. The term "Probate Estate" means those assets which are distributable to a decedent or to his or her successors, personal representatives or heirs-at-Iaw. 18. Register. The term "Register" refers to the Register of Wills of Cumberland County, Pennsylvania. -8- IN WITNESS WHEREOF, Alice's Legatees and the Executor have placed their hands and seals on the attached Consents to Family Settlement Agreement. -9- IN THE MATTER OF THE ESTATE OF ALICE L. HOLMES, DECEASED : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS' COURT DIVISION : No.: 00514 of 2006 ESTATE OF GEORGE C. HOLMES, DECEASED CONSENT TO FAMILY SETTLEMENT AGREEMENT THE UNDERSIGNED, ALLEN K. HOLMES, hereby consents to and joins in this Family Settlement Agreement (the "Agreement"), for the purposes expressed therein, and acknowledges receipt of a copy of the Agreement and all Exhibits thereto. /~i~ ALLEN K. HOLMES COMMONWEALTH OF PENNSYLVANIA : ss: COUNTY OF CUMBERLAND ,\"; 0 On this d day of M A '( , 2007 before me, the undersigned officer, personally appeared ALLEN K. HOLMES, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and official seal. Dz~I~J- Notary Public COMM- . ONWEALTH Of PENNSYL\{Ar~i. CHARLES NOTARIAl SEAl j Camp HiII~':R~~ ~ary PUblici -9- .~y Commjs~~~~;~~&ON8% IN THE MATTER OF THE ESTATE OF ALICE L. HOLMES, DECEASED : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS' COURT DIVISION : No.: 00514 of 2006 ESTATE OF GEORGE C. HOLMES, DECEASED CONSENT TO FAMILY SETTLEMENT AGREEMENT THE UNDERSIGNED, EDWARD A. PRESTON, hereby consents to and joins in this Family Settlement Agreement (the "Agreement"), for the purposes expressed therein, and acknowledges receipt of a Cq.Of the Agreement and all Exhibits thereto. ( G--- EDWARD A. PRESTON COMMONWEALTH OF PENNSYLVANIA : ss: COl)NTY OF .4LLEGfI.!:NY , On this ~ 7')~aay of f4-f/(( /L ,2007 before me, the undersigned officer, personally appeared EDWARD A. PRESTON, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that he executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and official seal. r97~ Notary R' lic COMMONWEALTH OF PENNSYLVANIA Notarial Seal Jean McBride. Notary Pub/ic City Of Pittsburgh, Allegheny County -10- My Commission Expires July 12, 2008 Member, Pennsylv~n!" Pl~"\Jda!!r,H1 Of Notaries IN THE MATTER OF THE ESTATE OF ALICE L. HOLMES, DECEASED : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS' COURT DIVISION : No.: 00514 of 2006 ESTATE OF GEORGE C. HOLMES, DECEASED CONSENT TO FAMILY SETTLEMENT AGREEMENT THE UNDERSIGNED, LAURENE L. HOLMES PROUDFOOT, hereby consents to and joins in this Family Settlement Agreement (the "Agreement"), for the purposes expressed therein, and acknowledges receipt of a copy of the Agreement and all Exhibits thereto. r () . ~'.~ex[~f7~-t- ., LAURENE L~ HOLMES PROUDFOOT' COMMONWEALTH OF PENNSYLVANIA : ss: COUNTY OF CUMBERLAND On this, 30 day of fkr; I ' 2007 before me, the undersigned officer, personally appeared LAU ENE L. HOLMES PROUDFOOT, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and official seal. COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL STEPHANIE NEBL, Notary Publi tary Camp Hill Bora, Cumberland County My Commission Expires Jan. 25. 2011 -11- IN THE MATTER OF THE ESTATE OF ALICE L. HOLMES, DECEASED : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS' COURT DIVISION : No.: 00514 of 2006 ESTATE OF GEORGE C. HOLMES, DECEASED CONSENT TO FAMILY SETTLEMENT AGREEMENT THE UNDERSIGNED, MARSHEELAH M. PRESTON, individually, as Executor of the Probate Estate of Alice L. Holmes, deceased, and as Executor of the Probate Estate of George C. Holmes, deceased, hereby consents to and joins in this Family Settlement Agreement (the "Agreement"), for the purposes expressed therein, and acknowledges receipt of a copy of the Agreement and all Exhibits thereto. :1YJ~ PA-o~ MARSHEELAH M. PRESTON COMMONWEALTH OF PENNSYLVANIA : ss: COUNTY OF CUMBERLAND On thiScJ..~ day of ~ ,2007 before me, the undersigned officer, personally appeared MARSHEELAH M. PRESTON, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument, and acknowledged that she executed the same individually and in the fiduciary capacities indicated above for the purposes therein contained. IN WITNESS WHEREOF, I hereunder set my hand and official seal. ~~e~ Nota Public COMMONWEALTH OF PENNSYLVANIA -12- NOTARIAL SEAL CYNTHIA J. RULE. Notary Public I.emoyne 8010.. CwnberIand County CommIstion . F IV 3. 2008 EXHIBIT A REGISTER OF WILLS CUMBERLAND County, Pennsylvania CERTIFICATE OF GRANT OF LETTERS ,;.1 -';. t' . I . ~ .... .. (1 ,j ~.' .(,1."...;1'" ~ '.':. .- t.. W.f ,.."0,' \,,,, ~ .~'" ' I '~ f' ~?": ' (~~. I. I' , ' \(-:- . ",l' ~ i I~'-. II>>"" ): I ) 'f if! '"'. ~ \/~' f~. ,. , ':.. '\ ..-, ....i#I/1 :1- .. . t.,., ) ~~~~."\~\ 'Y. l.~~:,,;~,<t .0"..0..,. . .>\.~ 0" ~ ) No. 2006-00514 PA No. 21-06-0514 Es ta te Of: ALICE L HOLMES (First, Middle, Lastl Late Of: HAMPDEN TOWNSHIP CUMBERLAND COUNTY Deceased Social Securi ty No: 194-16-4775 WHEREAS, on the 9th day of June 2006 instruments dated: May 26th 1999 Apri/3rd 2006 were admi tted to probate as the last will and codicil of ALICE L HOLMES (First, Middle, Lastl la te of HAMPDEN TOWNSHIP, CUMBERLAND County, who died on the 23rd day of May 2006 and, WHEREAS, a true copy of the will &codicil as probated is annexed hereto. THEREFORE, I, GLENDA FARNER STRASBAUGH , Register of Wills in and for CUMBERLAND County, in the Commonwealth of Pennsylvania, hereby certify that I have this day granted Letters TESTAMENTARY to: MARSHEELAH PRESTON who has duly qualified as EXECUTOR(RIX) and has agreed to administer the estate according to law, all of which fully appears of record in my office at CUMBERLAND COUNTY COURT HOUSE, CARLISLE, PENNSYL VANIA. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seal of my office on the 9th day of June 2006. ~-~ ~~,. S.- n_tk~ Deputy **NOTE** ALL NAMES ABOVE APPEAR (FIRST, MIDDLE, LAST) SHe\ WILLS JfOLMESA.WIL january 12, 1999 LAST WILL AND TESTAMENT OF :"-.:. ALICE L. HOLMES .'--. c:.;.-. j'": ,--, ...-:..- " C~) A I' ,~., ',~:J ", ~--) -~c r~ Lt,,, ~ ":''':~ , \.D I, ALICE L. HOLMES, of Camp Hill, Cumberland County, Pennsylvania, being of ' sound ang disposing mind, memory and understanding, do hereby make, publish and declare this my Last Will ami Testament, hereby revoking any and all prior Wills and Codicils thereto by me at anytime here1(}IQre made? - - N 1. FAMILY. 1.1 Identification of Family. I declare that I am married to GEORGE C. HOLMES and that there are three (3) children (as herein defined) of this marriage: LAURENE L. HOLMES, MARSHEELAH M. PRESTON, and ALLEN K. HOLMES. 1.2 Definition of Family Terms. As used in this Will, the term "my spouse" or "my husband" shall mean only GEORGE C. HOLMES. As used in this Will, the terms "my child" or "my children" refers to all my natural children or adopted children. As used in this Will, the term "issue" refers to all lineal descendants of the indicated person of all generations, with the relationship of parent and child at each generation determined by the definition of "children" set forth in this paragraph. 2. PAYMENT OF BURIAL EXPENSES AND DEBTS. I authorize my executor to pay all the expenses of (1) a funeral or memorial service; (2) the interment of my remains, including the costs of a gravesite, if necessary; and (3) the installation and inscription of a suitable marker at, and perpetual care of, the gravesite. I further direct my executor to pay all of my debts that my executor in his or her sole discretion may allow as claims against my estate. 3. DISPOSITION OF TANGIBI"E PERSONAL PROPERTY. 3.1 Disposition to Spouse. I give all of my tangible personal property of every kind and description, including, but not limited to, books, pictures, clothing, articles of household or personal use or adornment, household furnishings and effects, and automotive vehicles and their accessories, but excluding any money, evidences of indebtedness, documents of title, and securities and property used in connection with the operation of any trade or business, to my spouse. 3.2 Alternative Disposition. If my spouse does not survive me by more than sixty (60) days after the date of my death, and any of the hereinafter named persons survive me, I direct my executor to divide my tangible personal property into two parts. The first part shall contain /'.\/1 . ~~ / /J (J.JL,../' 0 . <..I) _ /~~~.--J Alice L. Holmes SHC\WTLLS\HOLMESA.WIL January 12, 1999 all items that my executor determines, to be of no present or future value or use my children or grandchildren named in this Section 3.2. The second part shall contain the balance of the property. My executor shall dispose of the first part by sale, abandonment, destruction, or gift to any charity or person. The proceeds of any sale shall be added to my residuary estate. All property in the second part I give in substantially equal shares to: LAURENE L. HOLMES, MARSHEELAH M. PRESTON, ALLEN K. HOLMES and EDWARD A. PRESTON, to be divided among them as they shall agree. If any beneficiary is a minor, the guardian of the person appointed for that beneficiary must agree to the division. !fno agreement is reached within sixty (60) days after my death, all property in the second part shall be divided among all the above named beneficiaries in such manner as my executor shall direct. The decision of my executor shall be conclusive and binding on all persons interested in my estate. Any item of personalty passing to a minor under this Section 3.2 may be delivered to the minor or to any person to hold for the minor, as my Executor thinks advisable, and the receipt of any such persons, including the minor, shall constitute a full and complete discharge to my Executor. 4. DISPOSITION OF RESIDUARY EST A TE. 4.1 Disposition to Spouse. All of the rest, residue and remainder of the property that I own at the time of my death, both real and personal, and of every kind and description, wherever situated, to which I may be legally or equitably entitled at the time of my death (my "residuary estate"), I give outright and absolutely to my spouse, ifhe survives me. 4.2 In the event my spouse is not living on the sixtieth (60) day after the date of my death, I leave all the rest, residue and remainder of the property that I own at the time of my death, both real and personal, and of every kind and description, wherever situate, to which I may be legally or equitably entitled at the time of my death (my "residuary estate") in equal shares to: LAURENE L. HOLMES, MARSHEELA M. PRESTON, ALLEN K. HOLMES and EDWARD A. PRESTON, who survive me, PROVIDED THAT, if either MARSHEELA M. PRESTON or EDWARD A. PRESTON shall not survive me then their share shall be divided in equal shares among the above named beneficiaries who survive me; PROVIDED FURTIIER 1HA T, if any of the other herein named beneficiaries shall predecease me, then I leave the share of that deceased beneficiaries in equal shares to their then living issue, per stirpes. If all of the named beneficiaries shall predecease me and none leave issue who survive me, then I leave the remainder of my estate in equal shares to KATHY ZIEGLER and TRICIA WISLAND. 5. PO"TERS OF ADMI1\TfSTRA TION. 5.1 Grant of Powers. My executor, in the administration of my estate, (my "fiduciaries") shall have the powers and authorities set forth in this Article 5. These powers and authorities may be exercised by my executor and trustee in their sole and absolute discretion, without the permission or order of any court. These powers shall be supplementary to those cze~~~ t7): .~~ 2 Alice L. Holmes SHC\ WIT.-LS\HOL~ESA. WIL January 12, 1999 --' conferred by law, including, but not limited to, those set forth in Title 20, Chapter 33, of the Pennsylvania Consolidated Statutes. 5.2 Retention of Assets. My fiduciaries shall have the power to retain any or all property of my estate, however received and acquired, for so long as they deem appropriate. This power may be exercised even though the property may not be of the type authorized by law for investment, and even though the retention may leave a disproportionately large amount of the value of my estate invested in one type of property. 5.3 Transfer of Assets. My fiduciaries shall have the power to sell, transfer, and convey any property, of whatever nature, including real property, and wherever situated, that I may own at the time of my death, or that may corne into my estate or after my death. The sale, transfer, or conveyance may be by public or private sale, at such time, on such terms and conditions, including selling price and credit, in such manner, and for any reason that my fiduciaries deem appropriate, including, but not limited to, the purpose of obtaining net proceeds to be distributed to my residuary beneficiaries. 5.4 Investment. My fiduciaries shall have the power to invest and reinvest any property in my estate in preferred and common stocks, bonds, notes, common trust funds (including any managed by any corporate fiduciary), interests in investments, trusts, mutual funds, leases, mortgages on property wherever located, and, generally, in any property and in proportions of property as my fiduciaries deem advisable, even though the investments are not of the character or proportions authorized by applicable law for the investment of the funds. 5.5 Power to Borrow. My fiduciaries shall have the power to borrow money for any purpose, for any periods of time, and on any terms and conditions as they deem advisable (including the power to borrow from any corporate fiduciary), and to pledge, mortgage, or otherwise encumber any property in my estate to secure repayment of any loan, as well as the power to renew existing loans either as maker or endorser. 5.6 Power to Hold Property in Nominee Form. My fiduciaries shall have the power to hold any property in the name of a nominee or in bearer form. 5.7 Distribution in Cash or in Kind. My fiduciaries shall have the power to make distributions in cash or in kind, or partly in cash, in divided or undivided interests, as amended, or other applicable law, and to determine which assets shall be sold and which shall be distributed in kind, without notice to or consent by any beneficiary. 5.8 Distribution to Minors and Persons Under Disability. My fiduciaries shall have the power to make distributions or payments to or for the benefit of any beneficiary who is a minor, an incompetent, or who in the fiduciaries' judgment is incapacitated. The distributions or payments shall be made in anyone or more ofthe following ways: (1) directly to the beneficiary; (2) directly to the creditor in payment of the debts or expenses of the beneficiary; (3) to the guardian of the person or estate of the beneficiary; (4) to any custodial parent of a minor beneficiary; (5) to a custodian for the beneficiary under any law related to gifts to minors, including to my fiduciaries in that capacity; or (6) to any other person who shall have the care and custody of the person of the beneficiary. There shall be ~~~. or:ffi/!~-.-/ 3 Alice L. Holmes SHC\WILLS\HOLMESA.WIL J<muary 12, 1999 no duty to see to the application of funds so paid, provided due care was exercised in the selection of the person to whom the funds were paid, and the receipt of the person shall be full acquittance of the fiduciaries. 5.9 Continuation or I Jquidation of Business. My fiduciaries shall have the power to continue or to permit the continuation of any business, incorporated or unincorporated, in which I may have any interest at the time of my death for any period of time, or to liquidate the business on any terms as they deem appropriate. This power includes, but is not limited to (1) the power to invest additional sums in any business, even to the extent that my estate may be invested largely or entirely in the business, without liability for any loss resulting from lack of diversification; (2) the power to act as or to select other persons to act as directors, officers, or employees of any business, to be compensated without regard to being a fiduciary under this Will; and (3) the power to make any other arrangements in regard to any business as my fiduciaries shall deem proper. 5.10 Employment of Agents. My fiduciaries shall have the power to employ and pay the compensation of any and all attorneys, agents, custodians, attorneys-in-fact, experts, investment counsel, accountants, bookkeepers, or other agents or providers of services as my fiduciaries deem advisable in the administration of my estate. 5.11 Commissions. My fiduciaries shall have the power to take reasonable commissions on account at any time during the administration of my estate without the approval of any beneficiary or of the court, but subject to allowance or disallowance on the settlement of the final accounts of my fiduciaries. 5.12 Third Party Reliance. No person or corporation dealing with my executor shall be required to see to the application of any property paid or delivered to my executor, or to inquire into either the authority of my executor to enter into any transaction or the expediency or propriety of any transaction entered into by my executor. 5.13 Charitable Donations. In the event that any of my tangible personal property is donated to a charitable organization(s) then my fiduciary is instructed to use the value of said donationes) as an inheritance tax deduction for any inheritance tax return which may be required to be filed as a consequence of my death. 6. PAYMENT OF DEA TH TAXES. 6.1 Payment of Estate Taxes. I direct that all federal and Pennsylvania estate taxes payable as a result of taxes assessed on property passing under this Will shall be paid from my residuary estate as a part of the expenses of the administration of the estate. 6.2 Inheritance Tax. I direct that the Pennsylvania inheritance taxes payable as a result of my death, limited to taxes assessed on property passing under this Will, shall be paid out of my residuary estate and shall not be deducted or collected from any beneficiary under this Will or other transferee. 4 &/-c~-/ /~~~ Alice L. Holmes SHC\WJLLS\HOLMESA.WIL January 12, 1999 7. EXECTTTOR 7.1 Appointment. I name, constitute, and appoint my spouse, GEORGE C. HOLMES, as executor of my estate. If my spouse shall not survive me, shall not serve as executor for any reason, or shall cease to serve as executor for any reason after appointment, ALLEN K. HOLMES shall act as executor in his place. 7.2 Bond Not Required. None of the individuals named in Section 7.1 shall be required to furnish a bond for the faithful performance of his duties as executor. 8. PRESUMPTION IN CASE OF SIMlJI,T ANEOlJS DEATH. For the purposes oftbisWill, in determining whether a person has survived me or another person, (1) I shall be deemed to have survived my spouse unless it unmistakably appears by proof that he predeceased me; and (2) in all other cases, a person shall not be deemed to have survived me or another person ifhe or she dies within sixty (60) days of my death or of the death of the other person. 9. LIABILITY OF EXECTTTOR My executor shall not at any time be liable for mistake oflaw or of fact, or both law and fact, or errors of judgment, nor for any loss coming to any beneficiary under this Will, or to any other persons, except through actual fraud or willful misconduct on the part of the executor or trustee. My executor may, from time to time, consult with counsel with respect to the meaning, construction, and operation of this Will, particularly with respect to the appointments, allocations, and disbursements, and may act on the advice of counsel in all matters without incurring liability on account of his or her actions. 10. INTERPRET A TION. 10.1 Will Not Contractual. My spouse and I are executing Wills at approximately the same time, in which each of us is the primary beneficiary of the Will of the other. These Wills are not being executed pursuant to any contract to make a Will or any contract not to revoke a Will. The Will of each of us is revocable at any time, whether before or after the death of the other spouse, at the sole discretion of the spouse making the Will. 10.2 Successors of Fiduciaries. All pronouns referring to an executor and the term "executor" shall be construed to mean any person acting as my executor, co-executor, personal representative, or administrator, as the case may be. 10.3 Number and Gender. Ifrequired by the context of this Will, singular language shall be construed as plural, plural language shall be construed as singular, and the gender of personal pronouns shall be construed as either masculine, feminine, or neuter. 10.4 Headings. All headings used in this Will to describe the contents of each article, paragraph, or other division are provided for convenience only and shall not be construed to be a part of this Will. 5 ~/ x:.~~ Alice L. Holmes SHe\ WILLS\HOLMESA.WIL January 12, 1999 10.5 Governing Law. This Will shall be construed in conformity with the law of the Commonwealth of Pennsylvania. IN WITNESS WHEREOF, I have hereunto set my hand and seal to this, my Last Will and Testament, consisting of seven (7) typewritten p'a~es, the first six (6 of which bear my signature in the margin for the purpose of identification, this ~ ~ay of , 1999. /-:. -; /7 -.~ ~ ~ / /:.} v~ c:7S- ~~~ ALICE L. HOLMES, TESTATRIX Signed, sealed, published and declared by the above-named Testatrix, ALICE L. HOLMES, as and for her Last Will and Testament, in the sight and presence of us, who, at her request, in her sight and presence and in the sight and presence of each other, have hereunto subscribed our names as witnesses. ~~I ~ Adwess '" A .~&~ ~AddreSS . 4 i. ~/;:7/03 6 SHe\ WILLS\HOU. iESA. WIL January 12, 1999 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND -....'-"'".. ) : SS. ) I, ALICE L. HOLMES, THE TESTATRIX, WHOSE NAME IS SIGNED TO THE FOREGOING INSTRUMENT, HAVING BEEN DULY QUALIFIED ACCORDING TO LAW, DO HEREBY ACKNOWLEDGE THAT I SIGNED AND EXECUTED THE INSTRUMENT AS MY LAST WILL AND TESTAMENT; THAT I SIGNED IT WILLINGLY; AND THAT I SIGNED IT AS MY FREE AND VOLUNTARY ACT FOR THE PURPOSES THEREIN EXPRESSED. SWORN ORAFF~R TO AND A~EDGED BEFORE ME BY ALICE L. HOLMES, THETESTATRIXTHIS~DAYOF 111 ,1999. ~ y~,/) . ~_ (7) - ~.--yy?...f2-/"I~ ~;RTE~~ NOTARY PUBLIC lNtiIfm;jal Seal SilBii CiidIilmi, NOtary Public ~1HI11!~~and County _ C&mml..,. Elqillites May 20, 2002 COMMONWEALTH OF PENNSYLVANIA ) : SS. COUNTY OF CUMBERLAND ) WE, LAwtZENC.t:. KapP AND GeNEVA LEE THE WITNESSES WHOSE NAMES ARE SIGNED TO THE FOREGOING INSTRUMENT, BEING DULY QUALIFIED ACCORDING TO LAW, DEPOSE AND SAY THAT WE WERE PRESENT AND SAW THE AFORESAID TESTATRIX SIGN AND EXECUTE THE INSTRUMENT AS HER LAST WILL AND TESTAMENT; THAT SHE SIGNED WILLINGLY AND THAT SHE EXECUTED IT AS HER FREE AND VOLUNTARY ACT FOR THE PURPOSES THEREIN EXPRESSED; THAT EACH OF US IN THE HEARING AND SIGHT OF THE TESTATRIX SIGNED THE WILL AS WITNESSES; AND THAT TO THE BEST OF OUR KNOWLEDGE THE TESTATRIX WAS AT THE TIME EIGHTEEN (18) OR MORE YEARS OF AGE, OF SOUND MIND AND UNDER NO CONSTRAINT OR UNDUE INFLUENCE. ~WORN OR AFFIRMED TO AND SUBSCRIBED TO BEFORE ME, THIS Ql {p 'I!o-DAY OF ':::LLJ1lr,1999. .#1 Notarial Seal GiGi Cullen, Notary Public Camp Hill Bore, Cumberland Countv My Commission Expires May 20, 2002 ~~~J~ NOTARY PUBLIC E:\WPWin\W.tLs\Holmes.Alice.CodiciJ.wpd l\1arch 31, 2006 FIRST CODICIL OF ALICE L. HOLMES I, ALICE L. HOLMES, of Hampden Township, Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish and declare this my First Codicil to my Last Will and Testament dated May 26, 1999. Paragraph Nine is specifically amended in its entirety as follows: Paragraph Nine: APPOINTMENT OF EXECUTOR. I nominate and appoint my daughter, Marsheelah Preston, executrix ofthis, my Will. Ifmy daughter shall fail to survive me, shall decline to act, or having qualified shall, for any reason thereafter, cease to act, I nominate and appoint my son, Allen K. Holmes, as the successor executor in her place. IN WITNESS WHEREOF, I have set my hand and seal to this, my First Codicil to my Last ,/'- Will and Testament dated May 26, 1999 this '3 J' day of (l) P ('I I , 2006. ~;;r~ ALICE L. HOLMES, Testatrix :",..., r.,.-..-:' c;-. '.:.> ",1 f-,,) --1: ". .-n c-) - :5 !'--.l .~; [~J u:~) C"J .-,--, -,-, ., C) ion . ..') C') -=:1 E:\WPWin\WILLS\Holmes.Alice.Codicil wpd March 31, 2006, Address a~~ \. \~~tit Jj- \n~ ~),D Pf\n~{j E:\WPWin\WILLS\Holm<as.Ali..;e.Codicil WPd MGlrch 31, 2006 COMMONWEALTH OF PENNSYLVANIA ) : SS: COUNTY OF ) I, ALICE L. HOLMES, THE TESTATRIX, WHOSE NAME IS SIGNED TO THE FOREGOING INSTRUMENT, HAVING BEEN DULY QUALIFIED ACCORDING TO LAW, DO HEREBY ACKNOWLEDGE THAT I SIGNED AND EXECUTED THE INSTRUMENT AS THE FIRST CODICIL TO MY LAST WILL AND TEST AMENT; THAT I SIGNED IT WILLINGLY; AND THAT I SIGNED IT AS MY FREE AND VOLUNTARY ACT FOR THE PURPOSES THEREIN EXPRESSED. SWORN ORAFFIR~,EI?2'O AND ACKNOWLEDGED BEFORE ME BY ALICE L. HOLMES, THETESTATRIXTHISJf" DAY OF b4--pvzJ ,2006. ~ c:z( ~V)) ALICE L. H~LMES,) TEST ATRlX bq)v--' NOTARY P LIC COMMONWEALTH OF PENNSYLVANIA Notarial Seal Monica D. Zerchel', Notary Public Camp Hill Boro. Cumberland County My Commission Expires Feb. B. 2010 Member. Pennsylvania Association of Notaries COMMONWEALTH OF PENNSYL VANIA ) : SS:' COUNTY OF ) WE, ~t CLt...L . tkeY\, ...e~'\...4v.- ANDq.\ I' {\'\ m LR h Y" THE WITNESSES WHOSE NAMES ARE SIGNED TO THE FOREGOING INSTRUMENT, BEING DULY QUALIFIED ACCORDING TO LAW, DEPOSE AND SAY THAT WE WERE PRESENT AND SAW THE AFORESAID TESTATRIX SIGN AND EXECUTE THE INSTRUMENT AS THE FIRST CODICIL TO HER LAST WILL AND TESTAMENT; THAT SHE SIGNED WILLINGLY AND THAT SflE EXECUTED IT AS HER FREE AND VOLUNTARY ACT FOR THE PURPOSES THEREIN f:XPRESSED; THAT EACH OF US IN THE HEARING AND SIGHT OF THE TESTATRIX SIGNED THE CODICIL AS WITNESSES; AND THAT TO THE BEST OF OUR KNOWLEDGE THE TESTATRIX WAS AT THE TIME EIGHTEEN (18) OR MORE YEARS OF AGE, OF SOUND MIND AND UNDER N.;OCONSTIWNT OR UNDUE INFLUENCE. . . .. .' . . . '1....-' SWORN OR AFFIRMED TO AND SUBSCRIBED. TO BEFORE ME, THIS ')v" DAY OF ~~I ,2006. . ~y~ Witness . . ~,,;,. ~~ Witn ss, 1 !\}I)/7bL--- I Notary Pu~lic COMMONWEALTH OF PENNSYLVANIA Notarial Seal Monica D. Zercher. Notary Public Camp Hill Boro. Cumberland County My Commission Expires Feb. B. 2010 Member. Pennsylvania Association of Notaries SH':\ WILLS'HOtMESG. WIL May :1,1999 LAST WILL AND TEST AMENT OF GEORGE C. HOLMES I, GEORGE C. HOLMES, of Camp Hill, Cumberland County, Pennsylvania, being of sound and disposing mind, memory and understanding, do hereby make, publish and declare this my Last Will and Testament, hereby revoking any and all prior Wills and Codicils thereto by me at anytime heretofore made. 1. FAMILY. 1.1 Identification of Family. I declare that I am married to ALICE L. HOLMES and that there are three (3) children (as herein defined) of this marriage: LAURENE L. HOLMES, MARSHEELAH M. PRESTON, and ALLEN K. HOLMES. 1.2 Definition of Family Terms. As used in this Will, the term "my spouse" or "my wife" shall mean only ALICE L. HOLMES. As used in this Will, the terms "my child" or "my children" refers to all my natural children or adopted children. As used in this Will, the term "issue" refers to all lineal descendants of the indicated person of all generations, with the relationship of parent and child at each generation determined by the definition of "children" set forth in this paragraph. 2. PAYMENT OF BURIAl, EXPENSES AND DEBTS. I authorize my executor to pay all the expenses of (1) a funeral or memorial service; (2) the interment of my remains, including the costs of a gravesite, if necessary; and (3) the installation and inscription of a suitable marker at, and perpetual care of, the gravesite. I further direct my executor to pay all of my debts that my executor in his or her sole discretion may allow as claims against my estate. 3. DISPOSITION OF TANGIBLE PERSONAl, PROPERTY. 3.1 Disposition to Spouse. I give all of my tangible personal property of every kind and description, including, but not limited to, books, pictures, clothing, articles of household or personal use or adornment, household furnishings and effects, and automotive vehicles and their accessories, but excluding any money, evidences of 4,e~ . George C. Holmes SHC\ WILLS\HOLMESG. WIL May 21,1999 indebtedness, documents of title, and securities and property used in connection with the operation of any trade or business, to my spouse. 3.2 Alternative Disposition. Ifmy spouse does not survive me by more than sixty (60) days after the date of my death, and any child of mine survives me, I direct my executor to divide my tangible personal property into two parts. The first part shall contain all items that my executor determines, to be of no present or future value or use to my children or grandchildren named in this Section 3.2. The second part shall contain the balance of the property. My executor shall dispose of the first part by sale, abandonment, destruction, or gift to any charity or person. The proceeds of any sale shall be added to my residuary estate. All property in the second part I give in substantially equal shares to: LAURENKL. HOLMES, MARSHEELAH M. PRESTON, ALLEN K. HOLMES, and EDWARD A. PRESTON, to be divided among them as they shall agree. If any beneficiary is a minor, the guardian of the person appointed for that beneficiary must agree to the division. If no agreement is reached within sixty (60) days after my death, all property in the second part shall be divided among the beneficiaries in such manner as my executor shall direct. The decision of my executor shall be conclusive and binding on all persons interested in my estate. Any item of personalty passing to a minor under this Section 3.2 may be delivered to the minor or to any person to hold for the minor, as my Executor thinks advisable, and the receipt of any such persons, including the minor, shall constitute a full and complete discharge to my Executor. 4. DISPOSITION OF RESIDUARY ESTATE. 4.1 Disposition to Spouse. All of the rest, residue and remainder ofthe property that I own at the time of my death, both real and personal, and of every kind and description, wherever situated, to which I may be legally or equitably entitled at the time of my death (my "residuary estate"), I give outright and absolutely to my spouse, if she survives me. 4.2 In the event my spouse is not living on the sixtieth (60) day after the date of my death, I leave all the rest, residue and remainder of the property that I own at the time of my death, both real and personal, and of every kind and description, wherever situate, to which I may be legally or equitably entitled at the time of my death (my "residuary estate") in equal shares to: LAURENE L. HOLMES, MARSHEELA M. PRESTON, ALLEN K. HOLMES and EDWARD A. PRESTON, who survive me, PROVIDED THAT, if either MARSHEELA M. PRESTON or 2 SHC\WILLS\HOLMESG.WIL May '21, ]999 EDWARD A. PRESTON shall not survive me then their share shall be divided in equal shares among the above named beneficiaries who survive me; PROVIDED FURTHER THAT, if any of the other herein named beneficiaries shall predecease me, then I leave the share of that deceased beneficiaries in equal shares to their then living issue, per stirpes. If all of the named beneficiaries shall predecease me and none leave issue who survive me, then I leave the remainder of my estate in equal shares to TRICIA WISLAND and KATHY ZIEGLER 5. POWERS OF ADMINISTRATION. 5.2 5.3 5.4 5.1 Grant of Powers. My executor, in the administration of my estate, under this Will, (my "fiduciaries") shall have the powers and authorities set forth in this Article 5. These powers and authorities may be exercised by my executor in his/her sole and absolute discretion, without the permission or order of any court. These powers shall be supplementary to those conferred by law, including, but not limited to, those set forth in Title 20, Chapter 33, ofthe Pennsylvania Consolidated Statutes. Retention of Assets. My fiduciaries shall have the power to retain any or all property of my estate, however received and acquired, for so long as they deem appropriate. This power may be exercised even though the property may not be of the type authorized by law for investment, and even though the retention may leave a disproportionately large amount of the value of my estate invested in one type of property . Transfer of Assets. My fiduciaries shall have the power to sell, transfer, and convey any property, of whatever nature, including real property, and wherever situated, that I may own at the time of my death, or that may come into my estate at or after my death. The sale, transfer, or conveyance may be by public or private sale, at such time, on such terms and conditions, including selling price and credit, in such manner, and for any reason that my fiduciaries deem appropriate, including, but not limited to, the purpose of obtaining net proceeds to be distributed to my residuary beneficiaries. Investment. My fiduciaries shall have the power to invest and reinvest any property in my estate in preferred and common stocks, bonds, notes, common trust funds (including any managed by any corporate fiduciary), interests in investments, trusts, mutual funds, leases, mortgages on property wherever located, and, generally, in any property and in proportions of property as my fiduciaries deem advisable, even though the investments are not of the character or proportions authorized by applicable law for the investment of the funds. 1 /b C~ ~ George C. Holmes 3 SHC\WILLS\HOLMESG.WIL May 21,1999 5.5 Power to Borrow. My fiduciaries shall have the power to borrow money for any purpose, for any periods of time, and on any terms and conditions as they deem advisable (including the power to borrow from any corporate fiduciary), and to pledge, mortgage, or otherwise encumber any property in my estate to secure repayment of any loan, as well as the power to renew existing loans either as maker or endorser. 5.6 Power to Hold Property in Nominee Form. My fiduciaries shall have the power to hold any property in the name of a nominee or in bearer form. 5.7 Distribution in Cash or in Kind. My fiduciaries shall have the power to make distributions in cash or in kind, or partly in cash, in divided or undivided interests, as amended, or other applicable law, and to determine which assets shall be sold and which shall be distributed in kind, without notice to or consent by any beneficiary. 5.8 Distribution to Minors and Persons Under Disability. My fiduciaries shall have the power to make distributions or payments to or for the benefit of any beneficiary who is a minor, an incompetent, or who in the fiduciaries' judgment is incapacitated. The distributions or payments shall be made in anyone or more of the following ways: (1) directly to the beneficiary; (2) directly to the creditor in payment of the debts or expenses of the beneficiary; (3) to the guardian of the person or estate of the beneficiary; (4) to any custodial parent of a minor beneficiary; (5) to a custodian for the beneficiary under any law related to gifts to minors, including to my fiduciaries in that capacity; or (6) to any other person who shall have the care and custody of the person of the beneficiary. There shall be no duty to see to the application of funds so paid, provided due care was exercised in the selection of the person to whom the funds were paid, and the receipt of the person shall be full acquittance of the fiduciaries. 5.9 Continuation or Liquidation of Business. My fiduciaries shall have the power to continue or to permit the continuation of any business, incorporated or unincorporated, in which I may have any interest at the time of my death for any period of time, or to liquidate the business on any terms as they deem appropriate. This power includes, but is not limited to (1) the power to invest additional sums in any business, even to the extent that my estate or the trust corpus may be invested largely or entirely in the business, without liability for any loss resulting from lack of diversification; (2) the power to act as or to select other persons to act as directors, officers, or employees of any business, to be compensated without regard to being a fiduciary under this Will; and (3) the power to make any other arrangements in regard to any business as my fiduciaries shall deem proper. 4 ~<,d~ / George C. Holmes SHC\WILLS\HOLMESG.WIL May 21,1999 5.10 Employment of Agents. My fiduciaries shall have the power to employ and pay the compensation of any and all attorneys, agents, custodians, attorneys-in-fact, experts, investment counsel, accountants, bookkeepers, or other agents or providers of services as my fiduciaries deem advisable in the administration of my estate. 5.11 Commissions. My fiduciaries shall have the power to take reasonable commissions on account at any time during the administration of my estate without the approval of any beneficiary or of the court, but subject to allowance or disallowance on the settlement of the final accounts of my fiduciaries. 5.12 Third Party Reliance. No person or corporation dealing with my executor shall be required to see to the application of any property paid or delivered to my executor, or to inquire into either the authority of my executor to enter into any transaction or the expediency or propriety of any transaction entered into by my executor. 5.13 Charitable Donations. In the event that any of my tangible personal property is donated to a charitable organization(s) then my fiduciary is instructed to use the value of said donationes) as an inheritance tax deduction for any inheritance tax return which may be required to be filed as a consequence of my death. 6. PAYMENT OF DEATH TAXES. 6.1 Payment of Estate Taxes. I direct that all federal and Pennsylvania estate taxes payable as a result of taxes assessed on property passing under this Will shall be paid from my residuary estate as a part of the expenses of the administration of the estate. 6.2 Inheritance Tax. I direct that the Pennsylvania inheritance taxes payable as a result of my death, limited to taxes assessed on property passing under this Will, shall be paid out of my residuary estate and shall not be deducted or collected from any beneficiary under this Will or other transferee. 7. EXECUTOR. 7.1 Appointment. I name, constitute, and appoint my spouse, ALICE L. HOLMES as executor of my estate. If my spouse shall not survive me, shall not serve as executor for any reason, or shall cease to serve as executor for any reason after appointment, ALLEN K. HOLMES shall act as executor in her place. 5 A? " e~~. George C. Holmes SHC\WILLS\HOLMESG.WIL May 11,1999 7.2 Bond Not Required. None of the individuals named in Section 7.1 shall be required to furnish a bond for the faithful performance of his or her duties as executor. 8. PRESUMPTION IN CASE OF SIMULT ANEOUS DEATH. For the purposes of this Will, in determining whether a person has survived me or another person, (1) my spouse shall be deemed to have survived me unless it unmistakably appears by proof that she predeceased me; and (2) in all other cases, a person shall not be deemed to have survived me or another person ifhe or she dies within sixty (60) days of my death or ofthe death of the other person. 9. LIABII,ITY OF EXECUTOR. My executor shall not at any time be liable for mistake of law or of fact, or both law and fact, or errors of judgment, nor for any loss coming to any beneficiary under this Will, or to any other persons, except through actual fraud or willful misconduct on the part of the executor. My executor may, from time to time, consult with counsel with respect to the meaning, construction, and operation of this Will, particularly with respect to the appointments, allocations, and disbursements, and may act on the advice of counsel in all matters without incurring liability on account of his or her actions. 10. INTERPRETATION. 10.1 Will Not Contractual. My spouse and I are executing Wills at approximately the same time, in which each of us is the primary beneficiary of the Will of the other. These Wills are not being executed pursuant to any contract to make a Will or any contract not to revoke a Will. The Will of each of us is revocable at any time, whether before or after the death of the other spouse, at the sole discretion of the spouse making the Will. 10.2 Successors of Fiduciaries. All pronouns referring to an executor and the terms "executor" shall be construed to mean any person acting as my executor, co-executor, personal representative, or administrator, as the case may be. 10.3 Number and Gender. If required by the context of this Will, singular language shall be construed as plural, plural language shall be construed as singular, and the gender of personal pronouns shall be construed as either masculine, feminine, or neuter. 6 -4G~g~ SHC\WILLS\HOLMESG.WIL May 21,1999 10.4 Headings. All headings used in this Will to describe the contents of each article, paragraph, or other division are provided for convenience only and shall not be construed to be a part of this Will. 10.5 Governing Law. This Will shall be construed in conformity with the law of the Commonwealth of Pennsylvania. Signed, sealed, published and declared by the above-named Testator, GEORGE C. HOLMES, as and for his Last Will and Testament, in the sight and presence of us, who, at his request, in his sight and presence and in the sight and presence of each other, have hereunto subscribed our names as witnesses. /7 , /.~ ~z~a- -I; ~~~ 7 SHe\ W~LLS\HOLMESG.WIL May 21,1999 COMMONWEALTH OF PENNSYL VANIA ) : SS. COUNTY OF CUMBERLAND ) I, GEORGE C. HOLMES, THE TESTATOR, WHOSE NAME IS SIGNED TO THE FOREGOING INSTRUMENT, HAVING BEEN DUL Y QUALIFIED ACCORDING TO LAW, DO HEREBY ACKNOWLEDGE THAT I SIGNED AND EXECUTED THE INSTRUMENT AS MY LAST WILL AND TESTAMENT; THAT I SIGNED IT WILLINGLY; AND THAT I SIGNED IT AS MY FREE AND VOLUNTARY ACT FOR THE PURPOSES THEREIN EXPRESSED. COMMONWEALTH OF PENNSYLVANIA ) : SS. COUNTY OF CUMBERLAND ) WE, LAwRENCE f(opp AND beNEVA L.EE THE WITNESSES WHOSE NAMES ARE SIGNED TO THE FOREGOING INSTRUMENT, BEING DULY QUALIFIED ACCORDING TO LAW, DEPOSE AND SAY THAT WE WERE PRESENT AND SAW THE AFORESAID TESTATOR SIGN AND EXECUTE THE INSTRUMENT AS HIS LAST WILL AND TESTAMENT; THAT HE SIGNED WILLINGLY AND THAT HE EXECUTED IT AS HIS FREE AND VOLUNTARY ACT FOR THE PURPOSES THEREIN EXPRESSED; THAT EACH OF US IN THE HEARING AND SIGHT OF THE TESTATOR SIGNED THE WILL AS WITNESSES; AND THAT TO THE BEST OF OUR KNOWLEDGE THE TESTATOR WAS AT THE TIME EIGHTEEN (18) OR MORE YEARS OF AGE, OF SOUND MIND AND UNDER NO CONSTRAINT OR UNDUE INFLUENCE. ~SWORN OR AFFIRMED TO AND SUBSCRIBED TO BEFORE ME, TIllS ~AY OF LUo..o ' 1999. ,0 /' . (~6?1,,'1~-:TtC( v (;i. ,. ifNE / Notarial Seal Gj~i Cullen, Notary Public Camp HlI! B!,ro, Cumberland County My G.""",,,,,,," '''';''' May 20,200 ~ c# 0/.1 ~ N TARY PUBLIC JAMldlblrelholmes.nol ~ovemb"r 12, 1998 NOTE December 31, 1998 CAMP fiLL, PENNSYLVANIA 2139 MARKF.T STRF.F.T. CAMP HTH" PF.NNSYI.VANJA ]7011 (Property Address) 1. BORROWER'S PROMISE TO PAY In return for a loan that I have received, I promise to pay U.S. $140,000.00 (this amount is called "principal"), plus interest, to the order of the Lender. The Lender is GEORGE C. HOLMES. I understand that the Lender may transfer this Note. The Lender or anyone who takes this Note by transfer and who is entitled to receive payments under this Note is called the "Note Holder. " 2. INTEREST Interest will be charged on unpaid principal until the full amount of principal has been paid. I will pay interest at a yearly rate of 6.0%. The interest rate required by this Section 2 is the rate I will pay both before and after any default described in Section 6(B) of this Note. 3. PAYMENTS (A) Time and Place of Payments I will pay principal and interest by making payments every month. I will make my monthly payments on the 1st day of each month beginning on February I, 1999. I will make these payments every month until I have paid all of the principal and interest and any other charges described below that I may owe under this Note. My monthly payments will be applied to interest before principal. On February I, 2019, I will pay the outstanding amount of principal and interest in full on that date, which is called the "maturity date." I will make my monthly payments at IS South 27th Street, Camp Hill, PA 17011, or at a different place if required by the Note Holder. At the option of the Holder, the principal and interest outstanding on January I, 2009, and January I of each succeeding year, may be declared due and payable by written notice to Borrower. (B) Amount of Monthly Payments My monthly payment will be in the amount of U.S. $1,003.01. 4. BORROWER'S RIGHT TO PREPAY I have the right to make payments of principal at any time before they are due. A payment of principal only is known as a "prepayment." When I make a prepayment, I will tell the Note Holder in writing that I am doing so. I may make a full prepayment or partial prepayments without any prepayment charge. The Note Holder will use all of my prepayments to reduce the amount of principal that I owe under this Note. If I make a partial prepayment, there will be no changes in the due date or in the amount of my monthly payment unless the Note Holder agrees in writing to those charges. S. LOAN CHARGES If a law, which applies to this loan and which sets maximum loan charges, is finally interpreted so that the interest or other loan charges collected or to be collected in connection with this loan exceed the permitted limits, then: (I) any such loan charge shall be reduced by the amount necessary to reduce the charge to the permitted limit; and (ii) any sums already collected from me which exceeded permitted limits will be refunded to me. The Note Holder may choose to make this refund by reducing the principal I owe under this Note or by making a direct payment to me. If a refund reduces principal, the reduction will be treated as a partial prepayment. 6. BORROWER'S FAILURE TO PAY AS REQUIRED (A) Late Charge for Overdue Payments If the Note Holder has not received the full amount of any monthly payment by the end of 15 calendar days after the date it is due, I will pay a late charge to the Note Holder. The amount of the charge will be 5 % of my overdue payment of principallli'ld interest. ! will pay this late charge promptly but only once on each late payment. (B) Default If I do not pay the full amount of each monthly payment on the date it is due, I will be in default. (C) Notice of Default If I am in default, the Note Holder may send me a written notice telling me that if I do not pay the overdue amount by a certain date, the Note Holder may require me to pay immediately the full amount of principal which has not been paid and all the interest that I owe on that amount. That date must be at least 30 days after the date on which the notice is delivered or mailed to me. (D) No Waiver By Note Holder Even if, at a time when 1 am in default, the Note Holder does not require me to pay immediately in full as described above, the Note Holder will still have the right to do so if I am in default at a later time. Jt.Mldlblrell ,o/mes.n.)t November 12./998 (E) Payment of Note Holder's Costs and Expenses If the Note Holder has required me to pay immediately in full as described above, the Note Holder will have the right to be paid back by me for all of its costs and expenses in enforcing this Note to the extent not prohibited by applicable law. Those expenses include, for example, reasonable attorneys' fees. 7. GIVING OF NOTICES Unless applicable law requires a different method, any notice that must be given to me under this Note will be given by delivering it or by mailing it by first class mail to me at the Property Address above or at a different address if I give the Note Holder a notice of my different address. . Any notice that must be given to the Note Holder under this Note will be given by mailing it by first class mail to the Note Holder at the address stated in Section 3(A) above or at a different address if I am given a notice of that different address. 8. OBLIGATIONS OF PERSONS UNDER THIS NOTE If more than one person signs this Note, each person is fully and personally obligated to keep all of the promises made in this Note, including the promise to pay the full amount owed. Any person who is a guarantor, surety or endorser of this Note is also obligated to do these things. Any person who takes over these obligations, including the obligations of a guarantor, surety or endorser of this Note, is also obligated to keep all of the promises made in this Note. The Note Holder may enforce its rights under this Note against each person indiVidually or against all of us together. This means that anyone of us may be required to pay all of the amounts owed under this Note. 9. WAIVERS I and any other person who has obligations under this Note waive the rights of presentment and notice of dishonor. "Presentment" means the right to require the Note Holder to demand payment of amounts due. "Notice of dishonor" means the right to require the Note Holder to give notice to other persons that amounts due have not been paid. 10. UNIFORM SECURED NOTE This Note is a uniform instrument with limited variations in some jurisdictions. In addition to the protections given to the Note Holder under this Note, a Mortgage, Deed of Trust or Security Deed (the "Security Instrument"), dated the same date as this Note, protects the Note Holder from possible losses which might result if I do not keep the promises which I make in this Note. That Security Instrument describes how and under what conditions I may be required to make immediate payment in full of all amounts I owe under this Note. Some of those conditions are described as follows: Transfer of the Property or a Beneficial Interest in Borrower. If all or any part of the Property or any interest in it is sold or transferred (or if a beneficial interest in Borrower is sold or transferred and Borrower is not a natural person) without Lender's prior written consent, Lender may, at its option, require irrunediate payment in full of all sums secured by this Security Instrument. However, this option shall not be exercised by Lender if exercise is prohibited by federal law as of the date of this Security Instrument. If Lender exercises this option, Lender shall give Borrower notice of acceleration. The notice shall provide a period of not less than 30 days from the date the notice is delivered or mailed within which Borrower must pay all sums secured by this Security Instrument. If Borrower fails to pay these sums prior to the expiration of this period, Lender may invoke any remedies permitted by this Security Instrument without further notice or demand on Borrower. WITNESS THE HAND AND SEAL OF THE UNDERSIGNED. ~.(\ A-P <. i c 1l.. ~'= {1>t/f; L .;jo~ Allen K. HolmesnBorrower (Seal) {Sign Original Only] 2 JAM\GIb\rc\hOlft'ICI-l.rdl Nov~'f1\ba' 12. i\J91 /0.;1 ,(., MORTGAGE CD to " c... .:-. 1. l r day of ~ in the year nineteen h:red;~ 1'.) ~_ THIS INDENTURE, made the ninety-eight (1998) =0 " :3 ,n BETWEEN ALLEN K, HOLMES .... .. Mortgikor ~. c::> ,. -.J and GEORGE C. HOLMES Mortgagee: WHEREAS, the said Mortgagor, in and by certain Obligation or Writing Obligatory, under his hand and seal, duly executed, bearing even date herewith stand bound unto the said Mortgagee in the sum of One Hundred Forty Thousand Dollars ($140,000.00) lawful money of the United States of America; conditioned that the said Mortgagor, his heirs, executors or administrators, shall and do well and truly pay, or cause to be paid, unto the said Mortgagee, his certain attorneys, executors, administrators or assigns, the sum of One Hundred Forty Thousand Dollars ($140,000.00), .. .. (. AND ALSO, from time to time, and at all times, until payment of said principal sum be made as aforesaid keep the building. erected and to be erected upon the land herein described, insured for the benefit of the Mortgagee, in some good and reliable Stock Insurance Company or Companies to the amount of at least One Hundred Forty Thousand Dollars ($140,000.00), and to take no insurance out on said buildings, not marked for the benefit of the Mortgagee; the further condition of the said Obligation is such, that if at any time default shall be made in the payment of interest or insurance premium as aforesaid, for the space of fifteen (15) days after any payment thereof shall fall due, or if a breach of any other of the foregoing conditions be made by the said Mortgagor, his heirs, executors, administrators or assigns, then and in such case, the said . principal sum shall at the option of the said Mortgagee, his executors, administrators or assigns, become due; and payment of the same, with the interest and costs of insurance due thereon, as aforesaid, together with an attorney's commission of ten percent (10%) On the said principal sum, besides costs of suit, may be enforced and recovered at once, anything therein contained to the contrary thereof in anywise notwithstanding, as in and by the said recited Obligation and the condition thereof (relation being thereunto had) may more fully and at large appear. WITNESSETH that the said Mortgagor, as well for and in consideration of the said debt or sum of dollars, and for the better securing the payment of the same with interest, as aforesaid. unto the said Mortgagee, his executors, administrators or assigns in the discharge of the said recited Obligation, as for and in consideration of the further sum of One Dollar, lawful money, aforesaid, unto the said Mortgagor in hand well and truly paid by said Mortgagee, at or before sealing and c 8ood512 rAGE 511 " --T JAM\dUl\re\holmes.2:.m.1 NO'H.mbcr 11. j991 ......, delivery hereof, the receipt whereof is hereby acknowledged. granted, bargained and sold, released. and confirmed. and by these presents, does grant, bargain and sell, release and confirm unto the said Mortgagee, his heirs and assigns ALL THAT CERTAIN tract or parcel of land, with the buildings and improvements thereon erected, situate in the Borough of Camp Hill, Cumberland County, Pennsylvania, bounded and described in accordance with a survey and plan thereof made by William B. Whitlock, Registered Professional Engineer of Harrisburg, PA, dated August 24, 1959, as follows: BEGINNING at a point on the Southerly side of Market Street (fifty feet wide); said point being 274.15 feet East of the Southeast corner of Market and Twenty-Second Streets; thence extending along the Southerly side of Market Street South 80 degrees 30 minutes East 82.5 feet to a point in the center line of a fourteen feet wide alley; thence along said center line South 9 degrees, 30 minutes West 227.7 feet to a point on the Northerly side of a twelve feet wide alley; thence extending along the Northerly side of said alley North 80 degrees 30 minutes West 82.5 feet to a point a corner; thence North 9 degrees 30 minutes East 227.7 feet.to the point and place of BEGINNING. TOGETHER with all and singular the improvements, ways, waters, watercourses, rights. liberties, privileges, hereditaments and appurtenances whatsoever unto the hereby granted premises belonging, or in anywise appertaining, and the reversions and remainders, rents issues and profits thereof; TO HAVE AND TO HOLD the said hereditaments and premises granted, or mentioned amI intended so to be with the appurtenances, unto the said Mortgagee, his heirs and assigns, to and for the only proper use and behoof of the said Mortgagee, his heirs and assigns, forever: AND it is hereby expressly certified and declared that this Indenlllre of Mortgage is junior and subordinate. in both lien and payment, to a certain mortgage to secure the payment of the principal sum of Two Hundred Five Thousand Dollars ($205,000.00) given by Pennsylvania State Bank to the herein Mortgagee dated December 10, 1993, and recorded December 14, 1993. in the Cumberland County Recorder of Deeds Office in Mortgage Book 1185. Page 177; and that the lien of said Mortgage shall not be affected or impaired by a judicial sale under a judgment recovered upon this indenture or upon the bond secured hereby; but any such sale shall be expressly advertised and made subject to the lien of the said Mortgage. AND the said Mortgagor, for his heirs and assigns do hereby covenant, promise and agree to and with the said Mortgagee, his heirs, executors. administrators and assigns, that if the said Mortgagor, his heirs or assigns. shall neglect or refuse to keep up the aforesaid insurance, it shall be lawful for the said Mortgagee, his heirs, executors, administrators or assigns, to insure the said building in a sum sufficient to secure payment of the said principal debt, in case of fire, and shall recover the costs and expenses of such insurance in a suit upon this Mortgage. 2 Bood512 rAGt 512 J JAMWlb\re\hGlmn.2.ml, No.""", 11. 1m PROVIDED always, nevertheless, that if the said Mortgagor, his heirs, executors, administrators, or assigns, do and shall well and truly pay. or cause to be paid unto the said Mortgagee, his executors, administrators or assigns, the said principal sum of One Hundred Forty Thousand Dollars ($140,000.00), lawful money, aforesaid, on the day and time hereinbefore mentioned and appointed for payment of the same, together with interest and costs and charges of insurance, as aforesaid, and without any deduction, defalcation or abatement to be made of anything for or in respect of any taxes, charges or assessments whatsoever, then and from thenceforth, as well this present Indenture and the estate hereby granted, as the said recited Obligation, shall cease, determine and become void, anything hereinbefore contained to the contrary thereof in anywise notwithstanding. AND PROVIDED. also, that it shall and may be lawful for the said Mortgagee, his executors, administrators or assigns, when and as soon as the said principal sum shall, in any event, become due and payable, as aforesaid, an Action of Mortgage Foreclosure may be properly commenced upon this Indenture of Mortgage. and proceed thereon to judgment and execution for the recovery of said principal sum and all interest due thereon, and the costs and expenses of insurance, as aforesaid. together with an attorney's fee of ten percent (10%) on said principal sum, besides cost of suit, without stay of or exemption from execution or other process. with a full release of errors; any law, rule of court, or usage to the contrary notwithstanding. IN WITNESS WHEREOF, the said party of ilie first part has to these presents set his hand and seal, the day and year first above written. SIGNED, SEALED AND DELIVERED IN THE PRESENCE OF IjA. .~~ {. 4l..---c ~/~ ALL N K. HOLM CERTIFICATE OF RESIDENCE I hereby certify that the precise address of the Mortgagee herein is as follows: Attorney or Agent for Mortgagee 3 Bood512 rAGE 513 SUMMARY OF ACCOUNT Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 Page Principal Receipts Net Gain (or Loss) on Sales or Other Dispositions Other Receipts Less Disbursements Other Liabilities Administration Expenses (Prin) Fees and Commissions (Prin) Funeral Expenses (Prin) Other Expenses (Prin) Balance before Distributions Distributions to Beneficiaries Principal Balance on Hand For Information: Investments Made Changes in Investment Holdings Income Receipts Less Disbursements Balance before Distributions Distributions to Beneficiaries Income Balance on Hand Combined Balance on Hand 1-3 4-5 6 6 6 7 7 8-9 10 11 11-13 14-15 Fiduciary Acquisition Value $ 228,977.86 (50.20) 0.00 $ 228,927.66 $ 71.75 1,849.07 16,770.00 2,042.32 13,830.25 34,563.39 $ 194,364.27 52,234.82 $ 142,129.45 $ 6,473.19 0.00 $ 6,473.19 0.00 $ 6,473.19 $ 148,602.64 RECEIPTS OF PRINCIPAL Estate of Alice L. Holmes As of 4/24/2007 Assets Listed in Inventory (Valued as of date of death) Checking Accounts Pennsylvania State Bank Checking Account No. 10001162 Common Stocks Franklin Tempelton - Franklin Floating Rate Daily Access Fund- Class A 1,241.314 Units Certificates of Deposit Pennsylvania State Bank Certificate of Deposit No. 11435 000 Interest Rate 2.7%: Maturity Date 06/30/06 $31.30 Accrued Interest Debt Instruments Secured Note From Allen K. Holmes Dated December 31, 1998; 6.0% Interest, Due In Monthly Installments Beginning On February 1, 1999; Maturity Date February 1, 2019 $395.48 Accrued Interest Misc. Personal Property 2002 Buick Century Refunds Highmark - Health Insurance Premium Refund U.S. Treasury - 2006 U.S. Individual Income Tax Refund (Form 1040) Commonwealth of Pennsylvania 2006 PA Individual Income TAx Refund (Form PA40) Overpayment of Pennsylvania Inheritance Tax $ 454.01 $ 30.00 $ $ 75.00 135.07 Page 1 Fiduciary Acquisition Value $ 37,778.42 $ 12,524.86 $ 12,729.07 $ 107,003.38 $ 10,000.00 $ 694.08 RECEIPTS OF PRINCIPAL Estate of Alice L. Holmes As of 4/24/2007 Assets Listed in Inventory (Valued as of date of death) Miscellaneous Property Pennsylvania State Bank IRA Account NO.1 0202 002 Beneficiaries: Marsheelah M. Preston, Allen K. Holmes, Laurene L. Holmes Proudfoot and Edward Allen Preston, Decedent's children and grandchild Commonwealth of Pennsylvania Unclaimed Property Notice re Demutualization of Met Life Inc Acacia Mutual Ife Insurance Company Life Insurance Policy No. 965916 Conseco Senior Health Insurance Co - Long Term Care Reimbursement of Medical Expense Restitution Award Common. V. Romo, Robin Louise Cumberland County Docket No. CP-21-CR-0000927-2005 TOTAL INVENTORY $ 42,234.82 $ 711.80 $ 4,706.00 $ 157.50 $ 14.99 Page 2 Fiduciary Acquisition Value $ 47,825.11 $ 228,554.92 Receipts Subsequent to Inventory (Valued when received) RECEIPTS OF PRINCIPAL Estate of Alice L. Holmes As of 4/24/2007 01/17/2007 State Farm Insurance Companies - Refund Of Unused Premium - Automobile Insurance 03/01/2007 Third Payment Re Restitution Award Comm. V. Romo, Robin Louise TOTAL RECEIPTS SUBSEQUENT TO INVENTORY SUMMARY Total Inventory Total Receipts Subsequent To Inventory TOTAL RECEIPTS OF PRINCIPAL $ 388.72 $ 34.22 Page 3 $ 422.94 $ 228,554.92 422.94 $ 228,977.86 GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 Gain 06/12/2006 Redeemed Certificate of Deposit - Collected Accrued Interest Page 4 Loss Net Proceeds Fiduciary Acquisition Value $ 31.30 31.30 Net Gain $ 0.00 06/12/2006 Redeemed Certificate of Deposit Net Proceeds Fiduciary Acquisition Value $ 12,697.77 12,697.77 Net Gain 0.00 06/27/2006 Deposited Check From Conseco Senior Health Insurance - Long Term Care Reimbursement Net Proceeds Fiduciary Acquisition Value $ 157.50 157.50 Net Gain 0.00 08/21/2006 Deposited Check From Highmark Health Insurance Premium Refund Net Proceeds Fiduciary Acquisition Value $ 454.01 454.01 Net Gain 0.00 09/28/2006 Sold 1,274.628 shares Franklin Templeton Investments Franklin Floating Rate Dilay Access Fund - Class A 1,274.628 Units Net Proceeds Fiduciary Acquisition Value $ 12,810.01 12,860.21 Net Loss 10/24/2006 Collected Acacia Mutual Life INsurance Company Life Insurance Proceeds Net Proceeds Fiduciary Acquisition Value $ 4,706.00 4,706.00 Net Gain 0.00 $ 50.20 GAINS AND LOSSES ON SALES OR OTHER DISPOSITIONS Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 1/17/2007 Deposited Refund Check From State Farm Insurance Companies For Unused Automobile Insurance Premium Net Proceeds Fiduciary Acquisition Value $ Gain Page 5 Loss 388.72 388.72 Net Gain 0.00 Net Loss $ $ 50.20 DISBURSEMENTS OF PRINCIPAL Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 Other Liabilities Verizon OS/26/2006 Verizon - Telephone Service Citizens & Norhtern Bank - VISA Credit Card Account 07/09/2006 Citizens & Northern Bank - VISA Credit Card Account Administration Expenses (Prin) 06/09/2006 Cumberland County Register of Wills, Agent Filing Fees Will and Codicil $ 30.00 Automation Fee $ 5.00 Short Certificate $ 16.00 JCP Fee $ 10.00 07/09/2006 State Farm Insurance Companies- Automobile Insurance 12/08/2006 State Farm Insurance Companies - Automobile Insurance 03/02/2007 Register of Wills - Balance of Probate Fees 4/24/2007 Keeer Wood Allen & Rahal, LLP Reserve For Miscellaneous Disbursements 4/24/2007 Register of Wills, Agent - Probate Fees For The Estate of George C. Holmes, Deceased Fees and Commissions (Prin) 06/09/2006 Register of Wills, Agent Probate Fee 04/13/2007 Waggoner, Frutiger & Daub, LLP - Accountant's Fee For The Preparation Of The 2006 Individual Income Tax Returns 4/24/2007 Marsheelah M. Preston, Executrix Commissions 4/24/2007 Keefer Wood Allen & Rahal, LLP - Legal Fees Page 6 $ 33.44 38.31 $ 61.00 416.44 406.63 240.00 450.00 275.00 1,849.07 $ 20.00 350.00 8,200.00 8,200.00 16,770.00 DISBURSEMENTS OF PRINCIPAL Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 Funeral Expenses (Prin) 02/18/2007 Mauk & Yates Funeral Home, Inc. 02/18/2007 Allen K. Holmes - Reimbursement Of Funeral Reception Other Expenses (Prin) 06/10/2006 Links 2 Care - Medical Expense Week Ending 05/07/06 - $ 245.72 Week Ending 05/14/06 - $ 307.15 Week Ending OS/21/06 - $ 298.37 08/18/2006 Cardiovascular Surgical Inst. - Medical Expense 08/19/2006 Register of Wills, Agent - Prepayment of Pennsylvania Inheritance Tax 02/16/2007 Allen K. Holmes Reimbursement of Health Insurance Premium Paid To Highmark 4/24/2007 Marsheelah M. Preston - Statutory Family Exemption TOTAL DISBURSEMENTS OF PRINCIPAL $ 1,747.32 295.00 $ 851.24 250.00 8,775.00 454.01 3,500.00 Page 7 $ 2,042.32 13,830.25 $ 34,563.39 DISTRIBL . IONS OF PRINCIPAL TO BENEFIC.. \RIES Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 To: Marsheela M. Preston Designated Beneficiary Of IRA 06/01/2006 Pennsylvania State Bank IRA $ 10,558.70 To: Marsheela M. Preston Tangible Personal Property 12/31/2006 Car 2,500.00 Total for Marsheela M. Preston To: Edward Allen Preston Designated Beneficiary Of IRA 06/01/2006 Pennsylvania State Bank IRA 10,558.71 To: Edward Allen Preston Tangible Personal Property 12/31/2006 Car 2,500.00 Total for Edward Allen Preston To: Laurene L. Holmes Proudfoot Designated Beneficiary Of IRA 06/01/2006 Pennsylvania State Bank IRA 10,558.70 To: Laurene L. Holmes Proudfoot Tangible Personal Property 12/31/2006 Car 2,500.00 Total for Laurene L. Holmes Proudfoot To: Allen K. Holmes Designated Beneficiary Of IRA 06/01/2006 Pennsylvania State Bank IRA 10,558.71 Page 8 $13,058.70 13,058.71 13,058.70 DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARIES Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 To: Allen K. Holmes Tangible Personal Property 12/31/2006 Car $ 2,500.00 Total for Allen K. Holmes TOTAL DISTRIBUTIONS OF PRINCIPAL TO BENEFICIARIES Page 9 $13,058.71 $ 52,234.82 PRINCIPAL BALANCE ON HAND Estate of Alice L. Holmes As of 4/24/2007 Page 10 Current Value Carrying Value Checking Accounts Pennsylvania State Bank Checking Account No. 9150007900 $ 6,818.83 $ 6,818.83 Money Market Accounts Pennsylvania State Bank - Money Market Account No. 9150007903 40,236.62 40,236.62 Debt Instruments Secured Note From Allen K. Holmes Dated December 31, 1998; 6.0% Interest, Due In Monthly Installments Beginning On February 1, 1999; Maturity Date February 1,2019 101,307.12 101,307.12 Refunds u.S. Treasury - 2006 U.S. Individual Income Tax Refund (Form 1040) 30.00 30.00 75.00 75.00 135.07 135.07 $148,602.64 $148,602.64 6,473.19 6,473.19 $142,129.45 $142,129.45 Commonwealth of Pennsylvania 2006 PA Individual Income TAx Refund (Form PA40) Overpayment of Pennsylvania Inheritance Tax Less: Income balance on hand PRINCIPAL BALANCE ON HAND INFORMATION SCHEDULES Estate of Alice L.Holmes For Period 5/23/2006 Through 4/24/2007 Investments Made Pennsylvania State Bank - Money Market Account 06/12/2006 Established Money Market Account With Pennsylvania State Bank Changes in Investment Holdings Franklin Tempelton 05/31/2006 Dividend Income 6.826 Units 06/30/2006 Dividend Income 6.372 Units 07/31/2006 Dividend Income 6.793 Units 08/31/2006 Dividend Income 6.982 Units 09/28/2006 Dividend Income 6.341 Units 09/28/2006 Sold 1,274.628 shares Franklin Templeton Investments Franklin Floating Rate Dilay Access Fund - Class A 1,274.628 Units Certificate of Deposit 06/12/2006 Redeemed Certificate of Deposit - Collected Accrued Interest 06/12/2006 Redeemed Certificate of Deposit Secured Note From Allen K. Holmes 09/12/2006 Interest June, July, August and September 2006 09/12/2006 Received Principal Payment For June, July, August and September 2006 Page 11 $ 39,548.41 $ 12,524.86 68.87 64.17 68.34 70.24 63.73 (12,860.21) $ 0.00 $ 12,729.07 (31.30) (12,697.77) 0.00 $ 107,003.38 (395.48) (1,894.00) INFORMATION SCHEDULES Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 Page 12 09/30/2006 Received October 2006 Principal Payment $ (479.43) 10/31/2006 Received November Principal Payment $ (481.83) 11/30/2006 Received December Principal Payment $ (484.24) 12/31/2006 Received January 2007 Payment $ (486.66) 04/13/2007 Received and Deposited February and March Principal Payments re Promissory Note From Allen Holmes $ (980.63) 04/13/2007 Received and Deposited April Principal Payment re Promissory Note From Allen Holmes $ (493.99) $ 101,307.12 Highmark - Health Insurance Premium Refund $ 454.01 08/21/2006 Deposited Check From Highmark Health Insurance Premium Refund (454.01 ) 0.00 State Farm Insurance Companies - Refund Of Unused Prem $ 388.72 1/17/2007 Deposited Refund Check From State Farm Insurance Companies For Unused Automobile Insurance Premium (388.72) 0.00 Commonwealth of PA Unclaimed Property $ 711.80 02/21/2007 Received and Deposited Proceeds Of Claim For Unclaimed Property (711.80) 0.00 Acacia Mutual Ife Insurance Company $ 4,706.00 10/24/2006 Collected Acacia Mutual Life INsurance Company Life Insurance Proceeds (4,706.00) 0.00 Conseco Senior Health Insurance Co - Long Term Care $ 157.50 06/27/2006 Deposited Check From Conseco Senior Health Insurance - Long Term Care Reimbursement (157.50) 0.00 INFORMATION SCHEDULES Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 Page 13 Restitution Award $ 14.99 02/21/2007 Received And Depoisted Two Resitution Checks (14.99) $ 0.00 II Restitution Award $ 34.22 04/13/2007 Received And Deposited Check For Third Restitution Payment (34.22) 0.00 Verizon $ 33.44 OS/26/2006 Verizon - Telephone Service (33.44) 0.00 Citizens & Norhtern Bank - VISA Credit Card Account $ 38.31 07/09/2006 Citizens & Northern Bank - VISA Credit Card Account (38.31 ) 0.00 Dividends Franklin Tempelton 05/31/2006 Dividend Income 06/30/2006 Dividend Income 07/31/2006 Dividend Income 08/31/2006 Dividend Income 09/28/2006 Dividend Income Total Dividends Interest RECEIPTS OF INCOME Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 Pennsylvania State Bank Checking Account 06/12/2006 Interest Income 07/11/2006 Interest Income Pennsylvania State Bank - Money Market Account 08/13/2006 Interest Income 09/11/2006 Interest Income 10/11/2006 Interest Income 11/09/2006 Interest Income 12/10/2006 Interest Income 01/10/2007 Interest Income 02/07/2007 Interest Income 03/12/2007 Interest Income 04/10/2007 Interest Income Page 14 $ 68.87 64.17 68.34 70.24 63.73 335.35 $ 335.35 33.43 65.36 74.50 65.59 67.96 68.08 70.47 70.59 63.87 75.40 66.39 688.21 RECEIPTS OF INCOME Estate of Alice L. Holmes For Period 5/23/2006 Through 4/24/2007 Certificate of Deposit 06/12/2006 Interest Income Secured Note From Allen K. Holmes 09/12/2006 Interest June, July, August and September 2006 09/30/2006 Interest 10/31/2006 Interest 11/30/2006 Interest 12/31/2006 Interest 04/13/2007 Interest (February, March and April 2007) Acacia Mutuallfe Insurance Company 10/02/2006 Interest On Life Insurance Proceeds Total Interest TOTAL RECEIPTS OF INCOME $ 11.38 1,722.52 523.57 521 .1 7 518.76 516.34 1,534.38 5,336.74 68.08 Page 15 $ $ 6,137.84 6,473.19 IN THE MATTER OF THE ESTATE OF ALICE L. HOLMES, DECEASED : IN THE COURT OF COMMON PLEAS : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS' COURT DIVISION : No.: 00514 of 2006 ESTATE OF GEORGE C. HOLMES, DECEASED FAMILY SETTLEMENT AGREEMENT PROPOSED FINAL PRINCIPAL AND INCOME DISTRIBUTIONS EXHIBIT "F" TO: ALLEN K. HOLMES 1/4 interest in Secured Note From Allen K. Holmes, Dated December 31, 1998; 6.0% Interest; Due February 1, 2019 1/4 of Request Refunds: U.S. Treasury (Form 1040) Commonwealth of P A (Form P A40) Commonwealth ofPA (Form REV-1500) Cash Total To Allen K. Homes TO: LAURENE HOLMES PROUDFOOT 1/4 interest in Secured Note From Allen K. Holmes, Dated December 31,1998; 6.0% Interest; Due February 1, 2019 1/4 of Request Refunds: U.S. Treasury (Form 1040) Commonwealth of P A (Form P A40) Commonwealth ofPA (Form REV-1500) $ 25,326.78 $ 7.50 $ 18.75 $ 33.77 $ 11.763.86 $ 37,150.66 $ 25,326.78 $ $ $ 7.50 18.75 33.77 Cash $ 11.763.86 Total To Laurene Holmes Proudfoot $ 37,150.66 TO: MARSHEELAH M. PRESTON 1/4 interest in Secured Note From Allen K. Holmes, Dated December 31, 1998; 6.0% Interest; Due February 1, 2019 1/4 of Request Refunds: U.S. Treasury (Form 1040) Commonwealth of P A (Form P A40) Commonwealth ofPA (Form REV-1500) Cash Total To Marsheelah M. Preston TO: EDWARD A. PRESTON 1/4 interest in Secured Note From Allen K. Holmes, Dated December 31, 1998; 6.0% Interest; Due February 1, 2019 1/4 of Request Refunds: U.S. Treasury (Form 1040) Commonwealth of P A (Form P A40) Commonwealth ofPA (Form REV-1500) Cash Total To Edward A. Preston Total Proposed Final Principal and Income Distributions $ 25,326.78 $ 7.50 $ 18.75 $ 33.77 $ 11.763.86 $ 37,150.66 $ 25,326.78 $148.602.64 PROOF OF PUBLICATION OF NOTICE IN CUMBERLAND LAW JOURNAL (Under Act No. 587, approved May 16, 1929), P. L.1784 COMMONWEALTH OF PENNSYLVANIA SSe COUNTY OF CUMBERLAND Lisa Marie Coyne, Esquire, Editor of the Cumberland Law Journal, of the County and State aforesaid, being duly sworn, according to law, deposes and says that the Cumberland Law Journal, a legal periodical published in the Borough of Carlisle in the County and State aforesaid, was established January 2, 1952, and designated by the local courts as the official legal periodical for the publication of all legal notices, and has, since January 2, 1952, been regularly issued weekly in the said County, and that the printed notice or publication attached hereto is exactly the same as was printed in the regular editions and issues of the said Cumberland Law Journal on the following dates, VIZ: August 25, and September 1, 8, 2006 Affiant further deposes that he is authorized to verify this statement by the Cumberland Law Journal, a legal periodical of general circulation, and that he is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statements as to time, place and character of publication are true. Bolmes. Alice L.. dec'd. Late of Hampden Township. Executor: Marsheelah M. Pres- ton. c/o Stephanie Kleinfelter, Esquire, Keefer Wood Allen & Rahal. LLP, 415 Fallowfield Road, Suite 301, Camp Hill, PA 17011-4906. Attorneys: Stephanie Kletnfelter, Esquire, Keefer Wood Allen & Rahal, LLP. 415 Fallowfield Road. Suite 301. Camp Hill, PA 17011-4906. SWORN TO AND SUBSCRIBED before me this 8 day of September. 2006 i NOT AR.I\L SEAL ~ LOIS E. SNYDER, Notary Public ~ Carlisle Boro. Cumberland Countv I ~ ~~()"""11iss:on ExnirP~' March 5. 2000 ~~"-"</.f..'I1,,,,,~,\lij>>"f~"".;I_ "_~~",M!j~1fii ~J_ ....z::'~~ PROOF OF PUBLICATION State of Pennsylvania, County of Cumberland Tammy Shoemaker, Classified Advertising Manager, of The Sentinel, of the County and State aforesaid, being du1y sworn, deposes and says that THE SENTINEL, a newspaper of general circu1ation in the Borough of Carlisle, County and State aforesaid, was established December 13th, 1881, since which date THE SENTINEL has been regu1arly issued in said County, and that the printed notice or publication attached hereto is exactly the same as was printed and published in the regu1ar editions and issues of THE SENTINEL on the following day(s) August 17, 24, 31, 2006 COpy OF NOTICE OF PUBLICATION Affiant further deposes that he/she is not interested in the subject matter of the aforesaid notice or advertisement, and that all allegations in the foregoing statement as to time, place and character of 3:are~~~ U Sworn to and subscribed before me this 31st. day of August 2006. Cj(~:t~p., A u::t- Notary Pu c My commission expires: q /,!ttf' COMMONWEALTH OF PENNSYLVANIA Notarial Seal Christina L. Wdtfe. Notary Pubfic Car\iSle eom. Cumbe\'IaOO County My CommIsSiOO Expires Sept. 1. 2008 Member. Pennsylvania Association Of Notaries